Careful the Spell You Cast
by ofarrogant
Summary: After Rapunzel runs off with her prince, the Witch makes a deal with the Evil Queen to get her back. The arrival of Emma Swan in the town of Storybrooke 28 years later threatens to ruin everything for both.
1. Prologue

_Disclaimer: I own zilch. The Witch is based on Donna Murphy's characterization when she played the role in the 2012 Shakespeare in the Park production._

**_Prologue_**

Gloved fingers curled tightly around the weeds, tugging persistently until they were pulled out by the root. The process was repeated over and over again as Valeria sought to rid her garden of the pesky growths. There were more than usual that needed to be taken care of as she had, admittedly, been somewhat slacking when it came to her gardening over the past couple of weeks; ever since her Rapunzel had run off with that wolf in princes' clothing.

She had chosen him over Valeria, leaving the latter, the woman who had raised her from infancy and who loved her unconditionally, utterly alone. Not only alone, but powerless. Her magic had been lost the moment her youth and beauty had been returned to her, one last manifestation of her long-dead mother's vicious spite.

She reached up with one hand to wipe wild strands of auburn hair out of her face as she sat back on her heels amongst the vegetation. The sun was beating down on her pale skin, but Valeria didn't care. With Rapunzel gone, her garden was all she had left, the plants her only children. She had already spent too long ignoring them while wallowing in her loneliness and they deserved better.

Valeria suddenly felt a magic current in the air. A frown tugged at the corners of her mouth and the hair at the nape of her neck stood on end. Just because she had lost her own powers didn't mean that she had lost her sensitivity to magic in general. Something, or someone, was coming.

Out of the corner of her eye, she saw a cloud of purple smoke materialize out of thin air, and when it evaporated, it left a woman in its place. A beautiful woman with dark eyes that promised danger and a red-lipped smile that made said danger inviting. Thick locks of ebony hair had been piled atop the woman's head and leather trousers, worn beneath a gown of black velvet, clung to her hips. It was the queen, Regina.

"Let me guess," she said by way of greeting, her gaze sweeping over the garden, "you've been letting the garden go in favor of seeing to the preservation of your newly returned beauty." Reaching out, Regina plucked a leaf of parsley, examining it critically. "Understandable, of course, but I'd hate to see what your dearly departed mother would say if she saw the state of things."

Valeria's jaw set, her mouth thinning. Patience was not something she currently had, least of all for the likes of Regina. "What are you doing here, Majesty?" She demanded to know, getting to her feet. "And without your armed guard?"

The look Regina gave her was one of deceptive nonchalance. "Why, to see an old friend, of course," she replied, smiling now, as if she wanted nothing. As an 'old friend,' Valeria knew better than to believe that. "It's been far too long."

"Given your complete lack of surprise, she remarked, pulling the soiled gloves off of her slender hands and sticking them into the pocket of her apron, "I gather that you already knew I had managed to break my mother's curse before coming here." Her tone was casual now, but there was still a brusque edge to it, and her gray eyes were wary as they studied the other woman.

"My mirrors see all," Regina said simply in answer, the smile not leaving her face. It then turned predatory as her eyes roved up and down Valeria's lithe form. "I must say that time's been…most kind to you, my dear Valeria, despite you having been trapped in that _miserable_ state for eighteen long years."

The words may have been gratifying, but Valeria was ultimately left unmoved. "You must _really_ want something of me if you're resorting to flattery," she replied in turn, fixing Regina with a pointed look.. "Out with it."

Rather than wasting any further breath, Regina decided to complacently get to the point, her voice turning as flat as Valeria's. "I need one of your magic beans."

Slender fingers clutched protectively at the golden locket she wore around her neck. After having lost some of the beans once and been cursed for it, she had taken the remainder of them and put them inside the locket, which she never took off. "No."

Regina raised a perfectly arched eyebrow. "How can you tell me 'no' when I haven't even said what I need the bean for?" She said, her every movement that of a predator as she closed in on the other woman.

"It doesn't matter what you need the bean for, Regina," Valeria retorted. "You're not getting one regardless." Turning on her heel, she snatched up the basket of carrots she had harvested and strode towards the door of her cottage, not sparing the queen another glance.

She clearly wasn't about to be put off so easily, however, and by the time Valeria had crossed the threshold, Regina was already standing by the hearth. "You might want to reconsider that answer," she said with an unsettling casualty. "For the sake of your own happiness."

"Is that a threat?" Valeria demanded to know, setting the basket down on a table before folding her arms across her chest, not in the least bit intimidated. She had spent her entire adulthood striking fear into the hearts of every inhabitant of the surrounding village; it would take much more than a threat against her, non-existent, happiness to rattle her.

Regina laughed, a smile spreading across her face again. "Of course not, dear. I was only implying that you'd benefit as much as I would if you would just cooperate."

Gray eyes narrowed beneath heavy lids. "How so?"

"There is a curse I intend to cast," she began, "a _dark _curse. It will transport everyone in this land to a new one where there is no magic and where their memories will be replaced with false ones and time will be frozen. They will be trapped and their happy endings obliterated as they are separated from their loved ones for all eternity." Here Regina's smile widened. "And all I need to complete the curse is the bean."

"I'm still not seeing how I stand to benefit from this plan of yours," Valeria said. "And I imagine the point of all of this is really revenge on Snow White and her Prince Charming."

"Snow isn't the only one who would be separated from her prince," Regina said meaningfully, her gaze pointed as it met Valeria's.

She sucked in a sharp breath, her eyes widening, as realization hit her square in the gut. "Rapunzel," was all she could say, her voice barely above a whisper.

Regina smirked. "That's right. She could be all yours again; her _and_ her babies."

"What good would it do me if I didn't remember who she was?" Valeria asked, but her heart was already racing, her mind spinning. "What satisfaction would I possibly have?"

"There are loopholes within the curse that allow me to make whatever adjustments I deem fit," she said. "It will be my pleasure to ensure that you keep your memories in addition to getting your precious Rapunzel back-if you'll just hand over that bean."

Regina had her and she knew it; they _both _knew it. Valeria opened the locket in silence, extracting a single bean and holding it out to the queen, who had a hand waiting, palm up. She held Regina's gaze for a long moment, as if still possessing some doubt the other woman wasn't going to break their agreement, before dropping the bean into her hand.

Regina's fingers closed around the bean as she drew her hand back in, a smile once again on her painted lips. "I'll see you in our new land, Valeria," was all she said before vanishing in another cloud of purple smoke, leaving Valeria alone again.

She exhaled slowly, running a hand through her auburn tresses as she sank into a chair. All there was left to do now was wait. For a woman whose patience had been worn thin since birth, that was the hardest thing to do.


	2. Chapter 1

**Chapter One**

Weeks passed where nothing happened and Valeria began to think that Regina had lied in order to get what she wanted. Then one afternoon as she was walking home from the market, she felt the air take on a magical current again, one stronger than she had ever felt before. Her steps slowed until she came to a full halt on the path, her shoulders tense.

She slowly turned her head so that she could glance back over her shoulder and what she saw made her gray eyes widen sharply. The sky was steadily darkening to a purplish black, influenced by what looked to be an ominous cloud that blocked out the sun entirely. No, not a cloud, _smoke_; smoke that was swallowing up everything in its path as it spread across the land. It had to be Regina's curse. Despite the deal they had made, Valeria found her breath hitching slightly in fear.

There was no escaping magic on this scale, she knew, but all the same she found herself moving off in the direction of the cottage again, her steps quickening. She didn't know what she hoped to achieve by reaching home before the curse consumed everything around her. Was it gaining one last fleeting moment of security before the life she had known was ripped away from her? Or did she distrust the Queen so entirely that she was counting on whatever magic had become impregnated in the walls of the cottage and the surrounding grounds over the years would be enough to counteract the curse?

Flashes of lightning and great gusts of wind accompanied the smoke, as if it really were some kind of storm instead of the workings of dark magic. The wind was nipping at Valeria's heels as she reached the door of the cottage and she had to fight to push it shut as the breeze intensified. Once she had succeeded and bolted the door shut, she leaned back against it, running her fingers through her hair as her heart raced.

This was it. Within minutes everything that was familiar would be gone, replaced by what was new and strange. The wind was picking up and she could hear the cracks of lighting growing louder and louder, the world outside her windows turning dark as the curse surged on. As the cottage began to shake, Valeria squeezed her eyes shut and prayed to the Fates that she wouldn't live to regret giving Regina that bean. It was the last thought to cross her mind before everything went black.

She stirred to the sound of babies crying, turning over onto her other side and burying her face deeper into the pillows, intending to go back to sleep. But then the noise registered in her mind and her gray eyes snapped open. Babies. What were babies doing in the cottage?

As Valeria slowly began to prop herself up, she realized that she wasn't in the cottage, but in an unfamiliar bedroom. Confusion flickered briefly across her face, her mouth curving into a frown. Where was she and how had she gotten there? It took only a few moments to remember Regina's curse and her heart skipped a beat. If everything had gone according to plan…

She slipped out of the bed, her bare feet coming into contact with soft carpet rather than a hard wooden floor, but she was too anxious to pause to enjoy the feeling. She only barely noticed that she was clad in a sleeveless nightgown made of nylon with a gauzy overlay that only came down to her knees in a most unseemly fashion. A silk robe had been thrown over the back of a chair and she slipped into it before cautiously moving off in the direction of the crying.

It was coming from a room four doors down, and it was with a great tentativeness that Valeria peered around the doorframe. What she saw made her breath hitch in her throat. There, standing in the middle of the room, was Rapunzel. Her beautiful golden hair was even shorter than it had been after Valeria herself had taken a pair of shears to it, now only falling to her shoulders, but it was undeniably Rapunzel all the same.

The room was furnished with two cribs and the décor on the walls made it clear that it had been made into a nursery. Both babes were cradled in their mother's arms as Rapunzel hummed softly to them, swaying back and forth a little in an attempt to soothe them. Their father was nowhere in sight.

Valeria swallowed a lump that had risen in her throat before she took a few silent steps forward. Rapunzel seemed to sense her presence regardless, as she turned to face her with a slightly sheepish smile. "I'm sorry if they woke you, Mom," she said, shifting the babies a little in her arms. "When one of them begins crying, it always starts the other one up."

"It's fine, darling," she said upon finally finding a voice, managing a smile. 'Mom' was clearly some diminutive form of 'Mother' and it was enough to bring tears to her eyes. "I would have been getting up shortly anyway." She found herself watching the girl carefully. Did she truly remember nothing of the past?

It appeared not, as Rapunzel's smile only widened in response to Valeria's words. "You're a saint," she said, leaning in to kiss her mother on the cheek. "I-I know I've said it before, but I really don't know how I would have gotten through all this without you. Not after Tony just bailed as soon as I told him I was pregnant."

So that was the story that Regina had planted in her mind. One, Valeria was certain, would have eventually proven to be true even in their old world. The prince was not the type of man to content himself with one woman, even one who was the mother of his children.

Rapunzel dropped her gaze to the babies in her arms before continuing, "I should have listened to you from the beginning when you said he was trouble. But I didn't and I wound up in this mess as a result. You didn't judge me for it, though. You didn't even say 'I told you so.' You just…took care of me; like you've always done. And I want you to know that I've never been more grateful for it."

Valeria found herself choking back a sob as she wrapped both her daughter and grandchildren in a tight embrace. Tears trailed down her pale face, dropping onto Rapunzel's shoulder and the girl frowned slightly in concern.

"Mom?" She asked. "Are you alright?"

"Yes, yes, sweetheart, I'm fine," she managed to murmur, her voice thick with tears, as she continued to hold onto Rapunzel.

"Then why are you crying?"

Valeria buried her face in Rapunzel's hair, inhaling the familiar, comforting scent. "Because I'm happy," she said. "Oh so happy."


	3. Chapter 2

_A/N: This took me forever to finish due to lack of motivation, but, I think I made up for the slowness with length? Possibly? _

**Chapter Two**

Rapunzel (no, it was_ Roxanne. _Roxanne was the name that had been assigned to her daughter; at least that was what her mind was telling her) soon untangled herself from her mother's embrace. "It's time to feed the twins," she said, shifting both babes in her arms as she made her way out the nursery door. Valeria followed her as far as the doorway, watching as Rapunzel made her way down a flight of stairs as the babies started to make noises again.

With nothing left to do, Valeria wandered back towards her new bedroom. Judging just from the expanse of this top floor, this house was big enough to fit two of her cottages inside. Having this much space was one of the many things she would have to get used to in this strange place. Even her new bed was now large enough to sleep two people instead of one.

There was a huge window, framed by filmy curtains, on the south wall of the room with a cushioned bench built into the sill. A peek out the window earned a widening of Valeria's eyes as she saw that her garden from back home had been transported to this new world as well, framed by a beautiful white picket fence. Regina had truly lived up to what she had promised and then some.

But the thought of the queen and the sight of the garden combined to form a fresh fear in her mind, leaving her fingers to clutch at the space around her neck of their own accord. As they closed around a chain, relief was found, and she glanced down to see that her locket was still where it belonged. A quick opening and shutting ensured that the remainder of the beans were still within, allowing her to breathe easy. Everything was as it should be.

The closet, like everything else in the house, was much larger than her wardrobe back home, and Valeria found it filled with clothing that might as well have been tailor-made for her. Essentially she supposed it was, even if it was magic that did all the work. She frowned slightly as she extracted an already put-together ensemble of a white ruffled blouse and an evergreen prairie skirt with lace edging the hem. She surmised that when worn, the skirt would only come down to her mid-calves. Was it a fashion in this new world to expose one's legs? Closer inspection of the rest of the clothing, revealing a few even shorter skirts, indicated that it was.

Deciding she might as well dress and go out to explore the town, she slipped out of her robe and nightgown, throwing them over the foot of the bed. Something in the back of her mind, the same thing that had told her Rapunzel's new name, prodded her to open the top drawer of the dresser where she found strange new undergarments. The panties were comfortable enough but the bra, as soon as the clasps were fastened, felt awkward and she only lasted the length of time it took to step into the skirt before she had to yank it off. A relieved sigh escaped her and she slipped on the blouse over her bare breasts, the ruffles of which were thankfully situated in a way that kept her bra-less state from being too obvious. The contraptions weren't nearly as bad as a corset, which she had never been able to stand, but she would much rather go without one regardless.

Valeria stepped into a pair of brown wedges before reaching for the brush set out on the dresser and beginning to run it through her auburn tresses, counting strokes. Before she had fallen victim to her mother's curse, she had always been attentive to her looks, even if it was only for her own benefit. Now, with her beauty restored, she was more so than ever, afraid that if she let herself go in any way, she'd revert back to her cursed state. And she preferred the feel of her smooth skin to that of bark to let that happen.

Rapunzel was in the kitchen with the twins when she finally descended the stairs, sun pouring into the room from the sliding glass doors that led out to the garden. "I boiled some water so you can have your tea," Rapunzel said, glancing up at Valeria at the sound of footsteps and nodding towards the counter. She had a container of baby food clutched in one hand and a spoon in the other that she then lifted to the mouth of her baby daughter while her son impatiently waited his turn.

"Thank you, Roxanne," Valeria responded, her daughter's new name rolling off her tongue for the first time. It would take some getting used to, but knowing her by another name was better than not having Rapunzel at all. She smiled down at the twins, bending down to kiss her grandchildren on the top of her heads and their mother on her cheek before moving to prepare herself a cup of tea. A bowl of fresh produce sat in the middle of the kitchen table and she selected a banana for breakfast.

By the time she had eaten and finished her tea, Rapunzel had taken the twins and situated them in a playpen filled with stuffed animals and had popped pacifiers into their mouths. "I think I'm going to go for a walk," Valeria said, smoothing back her hair and slipping into a brown coat. "Is there anything you need while I'm out?"

Rapunzel shook her head. "No," she said, "we're good. Thanks, Mom. You'll be back by two though, right? I have to be at work by two-thirty."

She checked the clock; it was only nine-thirty, she'd have plenty of time to explore. "Of course, sweetheart," she said. "Long before then, I imagine."

"Thanks," she replied with a smile. "Enjoy your walk."

Valeria returned the smile, glad to be on the receiving end of Rapunzel's brilliant grins once again, before heading for the front door and the town beyond.

For a place that supposedly was now home to the entire population of the Enchanted Forest and beyond, Storybrooke didn't appear to be particularly big. It had all the quaintness of villages in their old world despite being very different and she found herself searching for familiar faces as she made her way downtown. She thought she spotted a very pregnant Cinderella and was contemplating whether or not a man walking with a cane could be Rumplestiltskin (the Dark One had once come to the cottage to strike a deal with her mother, the only time Valeria had ever seen his face) when a familiar voice sounded from behind her.

"Hello, Valeria," Regina said, a smile in place as the other woman turned around to face her. "Or should I say Vera." The Queen's magnificent mane of hair had been sheared to chin-length where it flipped, framing her lovely face in a way that Valeria had to admit was very becoming. Beneath a perfectly fitted black trench coat the other woman wore a skirt that was even shorter than Valeria's and stockings that clung to her legs so smoothly they were like a second skin. Somehow, despite all these changes, she was still every inch the fearsome monarch.

"Vera," Valeria repeated thoughtfully, sticking her hands absently into her pockets. "Did you pick that out, Regina, or did the curse do all the work for you?"

Regina laughed at that, her smile widening. Valeria had never seen her look happier, that much was certain. "Oh, it was the curse," she said, glancing around as if to make sure there was no one eavesdropping on them. "But I must admit it suits you."

She couldn't help but smile in return, asking, "So what do I call _you_, Your Majesty?"

"It's still Regina," she answered simply. "Regina Mills. Or Madame Mayor, if we're being formal."

"I see," Valeria said with a tilt of her head. "Well, Madame Mayor, did everything turn out to your satisfaction?"

That made the former Queen smile again. "Oh, yes," she answered, her voice practically a purr, "I have to say it has." She took a step closer to Valeria. "I do hope you can say the same."

"I have my Rapunzel back," Valeria replied, "just like you promised. She and her babies are under my roof and my garden was transported to this world along with us. I couldn't be happier." For the first time in her life, those last words rang completely true.

"I'm glad," Regina said and the other woman hoped that the sincerity she heard in her voice wasn't just wishful thinking. "But I have one last surprise left for you, Valeria."

She raised an eyebrow at this, "Oh?"

Dark eyes glinted as Regina only turned to cross the street, clearly expecting Valeria to follow her, which she gamely did, her curiosity undeniable.

She was led down the streets of Storybrooke, around corners and past shop after shop until Regina came to a stop outside one that was clearly closed. A glance up at the sign hanging from beneath a green and white striped yawning declared it to be a herbal remedies shop. Valeria turned to Regina, about to ask why she had brought her here, when the other woman took her hand and dropped a key into the palm of it. "Welcome to your shop," was all she said.

Grey eyes widened in surprise as she stared down at the key, her fingers closing around it reflexively. "What do you mean it's my shop?" She asked, looking up at Regina again.

"I mean, dear, that you own it," Regina said, looking quite satisfied with herself. "You have to make a living somehow in this world and I figured that such a place would only be appropriate for someone with your talents."

"Thank you," Valeria said finally, glancing to the shop, _her_ shop, again. "That was considerate of you." Out of the corner of her eye, she caught sight of Regina moving to toss her hair only to find the movement mostly ineffectual given her much shorter locks. "You had your hair chopped off," she remarked. "Rapunzel, too. Or, rather, what was left of her hair after I took the shears to it."

"Snow White's hair is even shorter," she announced with no small degree of satisfaction, her expression turning absolutely smug. Valeria gathered Snow's hair had been some source of pride for her, why else would Regina have obviously targeted it?

"Yet mine remains the same length it was before the curse," Valeria remarked, whose hair in truth still cascaded down to the small of her back.

There was that glint in Regina's eyes again as she sidled up closer to the other woman. "Yes, well," she began, fingering a few strands of Valeria's hair, "let's say that I like your hair the way it is. There's something beautifully wild about it, something untamable. Just like you."

She felt her breath hitch in her throat and her gaze was riveted on Regina's face, which was now only inches away from her own. "Is that what draws you to me?" She asked, her voice a low murmur. "The idea that I'm untamable?"

Slender fingers moved to toy with the collar of Valeria's coat as Regina responded softly, "I never could resist a challenge." There was a beat as they held each other's gaze for a moment more before their mouths crashed together at the same time a thunderclap sounded in the distance.


End file.
